EXHIBIT 99.1
EXECUTION COPY
================================================================================
Master Servicing Agreement
between
Education Funding Capital Trust-III,
as Issuer
and
Education Lending Services, Inc.,
as Master Servicer
and
Fifth Third Bank,
not in its individual capacity, but solely
as Indenture Trustee
and
Fifth Third Bank,
not in its individual capacity, but solely
as Trust Eligible Lender Trustee
dated as of October 1, 2003
================================================================================
Master Servicing Agreement
Table of Contents
-----------------
Page
----
SECTION 1. DEFINITIONS....................................................1
SECTION 2. SERVICING REQUIREMENT AND ENGAGEMENT OF MASTER SERVICER........1
SECTION 3. MASTER SERVICER COMPENSATION...................................2
SECTION 4. FINANCED STUDENT LOAN SERVICING................................2
SECTION 5. DUE DILIGENCE..................................................6
SECTION 6. RIGHT OF INSPECTION; AUDIT.....................................6
SECTION 7. REPORTING REQUIREMENTS.........................................6
SECTION 8. REPRESENTATIONS, WARRANTIES, AND COVENANTS OF THE
MASTER SERVICER................................................7
SECTION 9. REPRESENTATIONS AND WARRANTIES OF ISSUER.......................9
SECTION 10. MASTER SERVICER DEFAULT.......................................10
SECTION 11. RIGHTS UPON MASTER SERVICER DEFAULT...........................11
SECTION 12. WAIVER OF PAST MASTER SERVICER DEFAULTS.......................12
SECTION 13. TERMINATION...................................................12
SECTION 14. DISPOSITION OF FILES ON TERMINATION...........................13
SECTION 15. INDEPENDENT CONTRACTOR........................................13
SECTION 16. CORRESPONDENCE; DISCLOSURE....................................13
SECTION 17. COOPERATION...................................................13
SECTION 18. AMENDMENTS....................................................13
SECTION 19. INDEMNIFICATION AND LIABILITY.................................13
SECTION 20. MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE
OBLIGATIONS OF, MASTER SERVICER...............................15
SECTION 21. CONFIDENTIALITY...............................................15
i Master Servicing Agreement
SECTION 22. NONPETITION COVENANT OF MASTER SERVICER.......................15
SECTION 23. SALE OR TRANSFER OF LOANS; LIMITATIONS........................15
SECTION 24. OPTIONAL PURCHASE OF FINANCED STUDENT LOANS...................16
SECTION 25. MISCELLANEOUS.................................................16
EXHIBIT A
ii Master Servicing Agreement
MASTER SERVICING AGREEMENT
THIS SERVICING AGREEMENT (this "Agreement") is entered into as of October
1, 2003, by and among Education Lending Services, Inc., a Delaware corporation
(the "Master Servicer"), Education Funding Capital Trust-III, a Delaware
statutory trust (the "Issuer"), Fifth Third Bank, a banking corporation
organized under the laws of the State of Ohio, as Indenture Trustee (the
"Indenture Trustee"), and Fifth Third Bank, a banking corporation organized
under the laws of the State of Ohio, as Trust Eligible Lender Trustee on behalf
of the Issuer (the "Trust Eligible Lender Trustee").
WITNESSETH:
WHEREAS, the Issuer wishes to retain the Master Servicer to service the
Financed Student Loans and the Master Servicer wishes to undertake the
obligation to service or cause to be serviced the Financed Student Loans under
the terms hereinafter set forth;
WHEREAS, the Indenture Trustee has agreed to perform certain duties set
forth in Section 2; and
WHEREAS, pursuant to this Agreement the Master Servicer will agree to
provide, or cause there to be provided, loan servicing services for the Financed
Student Loans;
NOW THEREFORE, in consideration of the premises and mutual covenants
contained herein, the Issuer and the Master Servicer agree as follows:
Section 1. Definitions.
-----------
Capitalized terms which are not otherwise defined in this Agreement shall
have the meanings ascribed thereto in Appendix A to that certain Indenture of
Trust dated as of October 1, 2003 (the "Indenture") among the Issuer, the
Indenture Trustee, and the Trust Eligible Lender Trustee.
Section 2. Servicing Requirement and Engagement of Master Servicer.
-------------------------------------------------------
The Issuer hereby authorizes and appoints the Master Servicer to act as its
agent for the limited purpose of servicing the Financed Student Loans. The
authorization granted by this Agreement includes, but is not limited to,
correspondence and communication with any Guaranty Agency or the Department
regarding the Financed Student Loans, the assignment of claims to any guarantor
or insurer of the Financed Student Loans, communication with borrowers and any
other communication, correspondence, signature or other act required to service
the Financed Student Loans in accordance with requirements of the Act or
regulations promulgated by any Guaranty Agency.
The Issuer hereby authorizes the Master Servicer to enter into subservicing
contracts with an entity acting as a subservicer pursuant to such contracts,
such entity is herein referred to as a "Subservicer", to provide the services
required of the Master Servicer hereunder and to meet any obligations of the
Issuer hereunder, so long as such contracts are permitted by the Indenture. The
Master Servicer agrees to notify each Rating Agency and the Indenture Trustee if
any such subservicing
1 Master Servicing Agreement
contract is terminated or expires pursuant to its terms. In the event the Master
Servicer or any Affiliate of the Seller or the Master Servicer commences
servicing of any Financed Student Loans that were previously serviced by a
Subservicer, the Master Servicer shall (i) give prompt written notice of such
event to each Rating Agency and (ii) cause such Subservicer to deliver to the
Indenture Trustee the complete and separately identified record for each such
Financed Student Loan, inclusive of all documents and correspondence related to
each such Financed Student Loan (collectively, the "Student Loan Files").
The Indenture Trustee agrees to and shall act as custodian of the Student
Loan Files for any Financed Student Loans serviced or subserviced by the Master
Servicer or by any Affiliate of the Seller or the Master Servicer.
Section 3. Master Servicer Compensation.
----------------------------
(1) Subject to Section 4.03(c) of the Indenture, as compensation for its
services hereunder, the Master Servicer shall receive a fee (the "Master
Servicing Fee") equal to 0.10% of the average monthly outstanding principal
balance of the Financed Student Loans.
(2) The Master Servicer shall submit an invoice monthly to the Issuer for
the Master Servicing Fee, and the Issuer shall direct the Indenture Trustee to
remit payment therefor as shown on that invoice, but only to the extent of
moneys available for payment therefor in the Distribution Account or Collection
Account.
(3) Payment is due within thirty (30) days after receipt of the billing
package. The billing package shall consist of an invoice and supporting
documentation.
(4) The Master Servicer acknowledges that the Issuer shall be entitled to
receive all payments of principal, interest and late charges received with
respect to the Financed Student Loans and that the Master Servicer shall have no
right to retain such amounts as payment of any fees due to the Master Servicer
from the Issuer under the terms of this Agreement. The Issuer hereby authorizes
the Master Servicer to assess, collect and retain any charges which the Issuer
is permitted by law or regulation to assess with respect to not sufficient funds
("NSF") processing or other collection costs.
Section 4. Financed Student Loan Servicing.
-------------------------------
The Master Servicer covenants and agrees to service each Financed Student
Loan in compliance with all requirements of the Act, each Guaranty Agreement and
all other laws and regulations applicable to its activities hereunder and in
accordance with the terms and conditions of this Agreement, and to perform all
services and duties customary to the servicing of Student Loans including all
collection practices. Without limiting the foregoing, in fulfillment of its
obligations hereunder, the Master Servicer shall do the following:
(1) Maintain a complete and separately identified record for the Financed
Student Loans of each borrower, inclusive of all documentation and
correspondence related to the Financed Student Loans.
2 Master Servicing Agreement
(2) Take such actions as are required under the Act with respect to
delinquencies.
(3) Perform the actions necessary to maintain the Guarantee and/or
Insurance on each Financed Student Loan originated under the Act at
all times.
(4) Handle all required borrower contact functions and meet all servicing
"due diligence" requirements, as that term is used under the Act and
implementing regulations. Such functions include, for example, skip
tracing, contacting delinquent borrowers, handling borrower requests
for extensions or deferments, and preparing and processing claims,
including death, disability, default, closed school, false
certification and bankruptcy claims.
(5) Prepare and maintain accounting records with respect to the Financed
Student Loans; process refunds and other adjustments; process address
changes and maintain address records.
(6) Collect all payments with respect to Financed Student Loans and
deliver all such payments to the Indenture Trustee for deposit into
the Collection Account, including without limitation guarantee
payments, with respect to the Financed Student Loans. The Master
Servicer shall prepare a "Lender's Request for Payment of Interest and
Special Allowance" to be used in billing the Department for interest
and the special allowance for all eligible loans on a quarterly basis.
The Master Servicer agrees to submit the billing to the Department
within 30 days following the last day of each quarter (March 31, June
30, September 30, December 31). In the event that the Master Servicer
does not submit the billing to the Department within 30 calendar days
following the last day of each quarter, and such failure is not
attributable to action or inaction by the Issuer or the Department,
the Issuer shall be entitled to payment by the Master Servicer of
penalty interest. Such penalty interest shall be calculated on the
actual amount of interest subsidies and special allowance payments
that the Issuer is entitled to receive from the Department on the
Student Loans covered by the billing report and for the time period
between such 30th day through the date that said billing report is
filed with the Department by the Master Servicer using the LIBOR rate,
as quoted in the Wall Street Journal, for the period closest in term
to the actual number of days covered by penalty period.
(7) Retain summary records of contacts, follow-ups and collections
efforts, and records of written correspondence relating to the
Financed Student Loans of each borrower sufficient to ensure claim
payment.
(8) Process adjustments including NSF checks, status changes,
forbearances, deferments and Financed Student Loans paid in full.
(9) Complete all forms and reports required by the Department or any
Guaranty Agency.
(10) Perform all of the Trust Eligible Lender Trustee's and Issuer's
obligations as holder of Student Loans as required by the Act and the
Regulations. The Master Servicer shall have full power to sign and act
on the Issuer's and the Trust Eligible Lender Trustee's
3 Master Servicing Agreement
behalf as the Issuer's agent in all transactions with borrowers
serviced hereunder. Each of Issuer and the Trust Eligible Lender
Trustee do hereby authorize, constitute, and appoint the Master
Servicer on its behalf and as its attorney in fact, to endorse those
promissory notes for which a claim has been filed with a guarantor.
The Master Servicer will carry out its responsibilities hereunder in a
diligent and lawful manner.
(11) At all times identify the Issuer and the Trust Eligible Lender Trustee
as the owners of the Financed Student Loans and identify the Indenture
Trustee as a party which maintains a security interest in the Financed
Student Loans.
(12) Capture and retain a copy of each promissory note and each disclosure
statement on its image system and shall store a backup image copy in a
remote facility. The Master Servicer shall hold the original Student
Loan documents, including the original promissory note, a copy of the
Student Loan application and the disclosure statement for safekeeping.
(13) Provide reports to the Issuer and Indenture Trustee of all monetary
transactions as well as periodic summary and account information,
including such items as:
(i) Detailed periodic reports to support all cash transactions
processed;
(ii) Monthly portfolio summary reports and supporting data listings;
(iii) A monthly listing of delinquent accounts;
(iv) A quarterly report of ▇▇▇▇▇▇▇▇ to the Department for interest and
special allowances; and
(v) All monthly reports received from Subservicers and any combined
monthly reports prepared by the Master Serrvicer that show
reconciliations, loan balances, loan status, special allowance
and other monthly statistics.
(14) Ensure the timely payment of taxes, accounting fees, outside auditor
fees, data processing costs and other costs incurred in servicing the
Financed Student Loans.
(15) Obtain and maintain or cause each Subservicer to obtain and maintain
in force a fidelity bond in an amount of at least $1,000,000 upon all
personnel of the Master Servicer or Subservicer, as applicable,
insuring against any loss or damage which the Issuer, the Master
Servicer or Subservicer, as applicable, might suffer as a consequence
of any fraudulent or dishonest act of such personnel.
(16) Obtain and maintain or cause to be obtained and maintained in force
errors and omissions insurance coverage in an amount equal to at least
$2,000,000 for all its customers.
(17) Respond to all borrower inquiries in a prompt, courteous and thorough
manner.
4 Master Servicing Agreement
(18) Establish and maintain a method for charging and collecting late
payment fees in accordance with provisions of the Act and all other
applicable laws and regulations.
(19) Act as custodian and bailee with respect to all original documents and
hold them subject to the lien of the Indenture in favor of the
Indenture Trustee and pursuant to a bailment in a form satisfactory to
the Master Servicer, the Issuer and the Trust Eligible Lender Trustee.
(20) If any Financed Student Loan has lost its Guarantee and/or Insurance
due to the actions of any prior issuer, servicer or holder of the
Financed Student Loan, at the written request of the Issuer, use its
best efforts to reinstate such Guarantee or Insurance; provided,
however, that the Master Servicer makes no representation that such
reinstatement will occur. Such services shall be provided at the cost
agreed upon by the Issuer and the Master Servicer.
(21) If requested by the Issuer, remit monthly rebate fees to the
Department with respect to the Financed Student Loans. Upon receipt of
satisfactory documentation, the Issuer shall cause the Indenture to
promptly wire transfer to the Master Servicer or its designee, from
amounts held under the Indenture, the amount of funds required to pay
such fees. The Master Servicer shall provide, or cause to be provided
to the Issuer, on a monthly basis, information needed to determine the
monthly rebate fees.
(22) Accrue and capitalize interest on those Student Loans not eligible for
interest subsidy.
(23) Verify the current status of all borrowers not less often than
annually through direct contact with each borrower to ensure correct
account information. The Master Servicer shall also seek to verify the
borrower's status by direct or indirect contact with educational
institutions.
(24) When a Student Loan becomes due for repayment, prepare a payment
schedule and disclosure statement and mail it to the borrower for
signature(s). Prior to the first payment due date, repayment coupons
will be prepared and sent to the borrowers.
(25) Post to the borrower's account all payments of principal, interest and
other charges.
(26) Automatically credit the Issuer's account whenever a borrower overpays
an account by less than $5.00, and the Issuer, at its discretion, can
reimburse the borrower. When the overpayment is more than $5.00, the
Master Servicer shall remit the overpayment directly to the borrower.
When a borrower's balance owing is less than $50.00, the Master
Servicer may, at its discretion, write-off the balance.
(27) Prepare and submit all papers and documents necessary to strictly
follow reimbursement procedures specified in the Common Manual:
Unified Student Loan Policy, as amended from time to time, upon
default of borrower and further agrees to promptly remit proceeds to
Issuer upon receipt from the Guaranty Agency.
5 Master Servicing Agreement
(28) Provide immediate notice to the Issuer of any proceeding or action
filed, asserted or threatened against the Master Servicer that, if
decided unfavorably to the Master Servicer, would adversely impact the
Master Servicer's status as an eligible "third-party servicer".
(29) Deliver to the Indenture Trustee each report delivered to the Master
Servicer pursuant to the Basic Documents.
Section 5. Due Diligence.
-------------
The Master Servicer covenants and agrees that in discharging its
obligations hereunder it shall:
(1) Exercise due diligence in the servicing and collection of all Financed
Student Loans as the term "due diligence" is used in the Act and the
Regulations.
(2) Exercise reasonable care and diligence in the administration and
collection of all Financed Student Loans utilizing collection
practices in accordance with applicable federal and state collection
practices, laws and regulations promulgated thereunder.
(3) Administer, collect and service the Financed Student Loans in a
competent, diligent and orderly fashion, and, with respect to Financed
Student Loans originated under the Act, in accordance with the
requirements of the Act.
Section 6. Right of Inspection; Audit.
--------------------------
The Issuer, the Indenture Trustee, the Trust Eligible Lender Trustee or any
governmental agency having jurisdiction over any of the same, or their
designated representatives, may at any time upon reasonable prior notice and
during normal business hours examine and audit at the sole expense of the
Issuer, the records which the Master Servicer or Subservicer maintain on the
Financed Student Loan being serviced, provided, however, that such activities
shall not unreasonably disrupt the Master Servicer's normal business operation.
The Master Servicer agrees that it shall permit, not more than once per
year, the Issuer, the Indenture Trustee or its designee to conduct or have
conducted a procedural audit regarding the Master Servicer's or Subservicer's
compliance with the requirements of the Act or the terms of this Agreement. Such
audits shall be at the expense of the Issuer.
Section 7. Reporting Requirements.
----------------------
(1) Annual Statement as to Compliance. The Master Servicer shall deliver
to each Rating Agency, the Indenture Trustee and the Issuer, on or
before March 31 of each year, beginning with March 31, 2004, a
certificate stating that (a) a review of the activities of the Master
Servicer during the preceding calendar year and of its performance
under this Agreement has been made under the supervision of the
officer signing such certificate and (b) to the best of such officers'
knowledge, based on such review, the Master Servicer has fulfilled all
its obligations under this Agreement throughout such year, or,
6 Master Servicing Agreement
there has been a default in the fulfillment of any such obligation,
specifying each such default known to such officer and the nature and
status thereof.
(2) Annual Independent Public Accountant's Servicing Report. On or before
March 31 of each year, beginning March 31, 2004, the Master Servicer
at its expense shall cause an independent public accountant that is a
member of the American Institute of Certified Public Accountants to
furnish a statement to each Rating Agency, the Issuer and the
Indenture Trustee to the effect that such accountant has examined
certain documents and records relating to the servicing of the
Financed Student Loans (during the preceding fiscal year) under
servicing agreements substantially similar one to another and to this
Agreement and that, on the basis of such examination, such servicing
has been conducted in compliance with such servicing agreements except
for such significant exceptions or errors in records that, in the
opinion of such accountant, requires it to report and that are set
forth in such report.
(3) Monthly Servicer's Certificate. Each month, not later than the
twenty-fifth day of each month, the Master Servicer shall deliver to
the Indenture Trustee, a certificate certified by an officer of the
Master Servicer certifying to the accuracy of the monthly statement
contemplated by Section 11.04 of the Indenture.
(4) ▇▇▇▇▇▇▇▇-▇▇▇▇▇. With respect to each annual report required to be
filed by the Issuer pursuant to Section 13(a) of the Securities
Exchange Act, the Master Servicer shall provide the certification
required by Rule 15d-14(e)(and if applicable, Rule 13a-14(d))of the
Securities Exchange Act.
Section 8. Representations, Warranties, and Covenants of the Master
--------------------------------------------------------
Servicer.
--------
The Master Servicer makes the following representations, warranties and
covenants to the Issuer on the date of this Agreement. The Master Servicer shall
be deemed to have repeated the representations and warranties in clauses (1),
(2), (6), (7), (8), (9) and (12) on the date the Notes are issued under the
Indenture.
(1) The Master Servicer (i) is duly incorporated, validly existing, and in
good standing under the laws of the jurisdiction in which it is
incorporated; (ii) is duly qualified to transact business and is in
good standing as a foreign corporation in each jurisdiction where the
nature and extent of its business and properties require due
qualification and good standing; (iii) possesses all requisite
authority, permits and power to conduct its business as contemplated
by this Agreement including, without limitation, eligibility as a
third-party servicer under the Act; and (iv) is in compliance with all
applicable laws and regulations.
(2) The execution and delivery by the Master Servicer of this Agreement
and the performance of its obligations hereunder (i) are within its
corporate power, (ii) have been duly authorized by all necessary
corporate action, (iii) require no action by or filing with any
governmental agency, except for any action or filing that has been
taken or made on
7 Master Servicing Agreement
or before the date of this Agreement; and (iv) do not violate any
provision of its certificate of incorporation or bylaws.
(3) The Master Servicer will satisfy all of its obligations set forth in
this Agreement, maintain in effect all qualifications required in
order to service the Financed Student Loans and comply in all material
respects with all requirements of law if a failure to comply would
have a materially adverse effect on its ability to service the
Financed Student Loans.
(4) The Master Servicer will not permit any rescission or cancellation of
a Financed Student Loan except as ordered by a court or other
government authority or as consented to by the Trust Eligible Lender
Trustee and the Indenture Trustee, except that it may write off any
delinquent Financed Student Loan if the remaining balance of the
borrower's account is less than $50.
(5) The Master Servicer will not reschedule, revise, defer or otherwise
compromise payments due on any Financed Student Loan except during any
applicable interest only, deferral or forbearance periods or otherwise
in accordance with all applicable standards and requirements for
servicing of the Financed Student Loans.
(6) All financial statements of the Master Servicer delivered to the
Issuer were prepared according to U.S. generally accepted accounting
principles ("GAAP") consistently applied and present fairly, in all
material respects, the financial condition, results of operations and
cash flows of the Master Servicer as of, and for the portion of the
fiscal year ending on their date or dates (subject, in the case of
financial statements other than annual ones, only to normal year-end
adjustments).
(7) No event which could cause a material adverse effect on the Master
Servicer's financial condition has occurred, and if such event shall
occur, the Master Servicer shall promptly give the Issuer notice
thereof.
(8) The Master Servicer is not subject to, or aware of the threat of, any
litigation that is reasonably likely to be determined adversely to it
and that, if so adversely determined, would have a material adverse
effect on its financial condition or its ability to meet its
obligations under this Agreement and no outstanding or unpaid
judgments against the Master Servicer exist, and if such event shall
occur, the Master Servicer shall promptly give the Issuer notice
thereof.
(9) The Master Servicer has no knowledge of any basis upon which to
believe that each Financed Student Loan (i) is not in compliance in
all material respects with all laws and rules and regulations with
respect to any Guarantee thereof, and (ii) does not conform to the
applicable requirements of eligibility for such Guarantee.
(10) The Master Servicer further agrees to maintain its servicing system so
that it will continue to provide all services required under this
Agreement to the extent such services
8 Master Servicing Agreement
are not provided by one or more eligible third-party subservicers
under the Act with adequate systems to perform such services.
(11) Until all Financed Student Loans serviced hereunder have been repaid
in full, or paid as a claim by a Guaranty Agency, or transferred to
another servicer, the Master Servicer agrees as follows:
(i) The Master Servicer shall cause to be furnished to the Issuer
its financial statements as the Issuer may reasonably request,
including quarterly unaudited financial statements within thirty
(30) days after the conclusion of each fiscal quarter, and
annual financial statements within ninety (90) days after the
end of each fiscal year audited by nationally recognized
independent certified public accountants and such other
information with respect to its business affairs, assets, and
liabilities as the Issuer may reasonably request.
(ii) The Master Servicer shall maintain books, records and accounts
necessary to prepare financial statements according to GAAP and
maintain adequate internal financial controls.
(iii) The Master Servicer shall maintain all licenses, permits, and
franchises necessary for its business.
(12) This Agreement will, upon execution and delivery by all parties
thereto, constitute a legal and binding obligation of the Master
Servicer, enforceable against the Master Servicer according to its
terms.
Upon the discovery of a breach of certain covenants that have a materially
adverse effect on the Financed Student Loans, the Master Servicer will be
obligated to purchase or substitute the adversely affected Financed Student Loan
unless the breach is cured within the time period prescribed in Section 10
hereof. Any breach that relates to compliance with the requirements of the Act
or the applicable Guaranty Agency but that does not affect that Guaranty
Agency's obligation to guarantee payment of a Financed Student Loan will not be
considered to have a material adverse effect.
The purchase or substitution and reimbursement obligations of the Master
Servicer will constitute the sole remedy available to the Issuer for any uncured
breach. The Master Servicer's purchase or substitution and reimbursement
obligations are contractual obligations that the Issuer may enforce, but the
breach of these obligations will not constitute an event of default under the
Indenture.
Section 9. Representations and Warranties of Issuer.
----------------------------------------
The Issuer represents and warrants to the Master Servicer on the date of
this Agreement:
(1) The Issuer (i) is duly formed, validly existing, and in good standing
under the laws of the jurisdiction in which it is formed; (ii) is duly
qualified to transact business as a Delaware statutory trust; and
(iii) possesses all requisite authority, permits and power to conduct
its business as contemplated by this Agreement.
9 Master Servicing Agreement
(2) The execution and delivery by the Issuer of this Agreement and the
performance of its obligations hereunder (i) are within its
organizational power; (ii) have been duly authorized by all necessary
action; and (iii) require no action by or filing with any governmental
agency, except for any action or filing that has been taken or made on
or before the date of this Agreement.
(3) This Agreement will, upon execution and delivery by all parties
thereto, constitute a legal and binding obligation of the Issuer,
enforceable against the Issuer according to its terms.
(4) The Issuer is not subject to, or aware of the threat of, any
litigation that is reasonably likely to be determined adversely to it
and that, if so adversely determined, would have a material adverse
effect on its financial condition relevant to this Agreement.
Section 10. Master Servicer Default.
-----------------------
Each of the following constitutes a "Master Servicer Default" hereunder:
(1) any failure by the Master Servicer to deliver to the Indenture Trustee
any payment required by this Agreement, which failure continues
unremedied for three (3) business days after written notice of such
failure is received by the Master Servicer from the Trust Eligible
Lender Trustee, the Indenture Trustee or the Administrator or after
discovery of such failure by an officer of the Master Servicer; or
(2) any breach of a representation or warranty of the Master Servicer
contained in Section 8 of this Agreement or failure by the Master
Servicer duly to observe or to perform in any material respect any
term, covenant or agreement set forth in this Agreement or in any
other Basic Document to which the Master Servicer is a party, which
breach or failure shall (i) materially and adversely affect the rights
of holders of Notes or any Counterparties and (ii) continue unremedied
for a period of sixty (60) days after the date of discovery of such
failure by an officer of the Master Servicer or on which written
notice of such breach or failure, requiring the same to be remedied,
shall have been given (A) to the Master Servicer, by the Indenture
Trustee, the Trust Eligible Lender Trustee or the Administrator, or
(B) to the Master Servicer, the Indenture Trustee or the Trust
Eligible Lender Trustee by holders of Notes representing not less than
25% of the Outstanding Amount of the Notes; or
(3) the Master Servicer shall have commenced a voluntary case or other
proceeding seeking liquidation, reorganization, or other relief with
respect to itself or its debts under any bankruptcy, insolvency, or
other similar law now or hereafter in effect or seeking the
appointment of a trustee, receiver, liquidator, custodian, or other
similar official of it or any substantial part of its property, or
shall have made a general assignment for the benefit of creditors, or
shall have declared a moratorium with respect to its debts or shall
have failed generally to pay its debts as they become due, or shall
have taken any action to authorize any of the foregoing; or
10 Master Servicing Agreement
(4) an involuntary case or other proceeding shall have been commenced
against the Master Servicer seeking liquidation, reorganization, or
other relief with respect to it or its debts under any bankruptcy,
insolvency or other similar law now or hereafter in effect or seeking
the appointment of a trustee, receiver, liquidator, custodian, or
other similar official of it or any substantial part of its property,
provided such action or proceeding is not dismissed within 60 days; or
(5) any failure by the Master Servicer to comply with any requirements
under the Act resulting in a loss of its eligibility as a third-party
servicer.
Section 11. Rights Upon Master Servicer Default.
-----------------------------------
In each and every case, so long as Master Servicer Default shall not have
been remedied, either the Indenture Trustee, or the holders of Notes evidencing
not less than 25% of the Outstanding Amount of the Notes, by notice then given
in writing to the Master Servicer (and to the Indenture Trustee and the Issuer
if given by the holders of Notes) may terminate all the rights and obligations
(other than the rights and obligations set forth in Section 19 hereof) of the
Master Servicer under this Agreement. Only the Indenture Trustee or the holders
of Notes, and not the Issuer, will have the ability to remove the Master
Servicer if a Master Servicer Default occurs while the Notes are Outstanding.
As of the effective date of termination of the Master Servicer, all
authority and power of the Master Servicer under this Agreement, whether with
respect to the Notes or the Financed Student Loans or otherwise, shall, without
further action, pass to and be vested in the Indenture Trustee or such successor
master servicer as may be appointed, and all files shall be disposed of pursuant
to the procedures prescribed by Section 14 hereof. The successor master servicer
will succeed to all the responsibilities and duties of the Master Servicer under
this Agreement and will be entitled to similar compensation arrangements.
The Master Servicer shall cooperate with the successor master servicer, the
Indenture Trustee and the Issuer in effecting the termination of the
responsibilities and rights of the Master Servicer under this Agreement,
including the transfer to the successor master servicer for administration by it
of all cash amounts that shall at the time be held by the Master Servicer for
deposit, or shall thereafter be received by it with respect to a Financed
Student Loan. All reasonable costs and expenses (including attorneys' fees)
incurred in connection with transferring the Financed Student Loan files to the
successor master servicer and amending this Agreement and any other Basic
Documents to reflect such succession of master servicer pursuant to this Section
11 shall be paid by the Master Servicer (other than the Indenture Trustee acting
as the servicer under this Section 11) upon presentation of reasonable
documentation of such costs and expenses. Upon receipt of notice of the
occurrence of a Master Servicer Default, the Issuer shall give notice thereof to
the Rating Agencies.
If the Indenture Trustee is unwilling or unable to act, it may appoint, or
petition a court for the appointment of, a successor whose regular business
includes the servicing of Student Loans; provided, however, the Indenture
Trustee shall continue to act as the Master Servicer until a successor has been
so appointed. If, however, a bankruptcy trustee or similar official has been
appointed for the Master Servicer, and no Master Servicer Default other than
that appointment has occurred, the trustee may have the power to prevent the
Indenture Trustee or the holders of Notes from effecting the transfer.
11 Master Servicing Agreement
Section 12. Waiver of Past Master Servicer Defaults.
---------------------------------------
The holders of Notes evidencing a majority of the Outstanding Amount of the
Notes, in the case of any Master Servicer Default which does not adversely
affect the Indenture Trustee or the holders of Notes, may, on behalf of all
holders of Notes, waive in writing any default by the Master Servicer in the
performance of its obligations hereunder and any consequences thereof, except a
default in making any required deposits to or payments from any of the Trust
Accounts (or giving instructions regarding the same) in accordance with this
Agreement. Upon any such waiver of a past default, such default shall cease to
exist, and any Master Servicer Default arising therefrom shall be deemed to have
been remedied for every purpose of this Agreement. No such waiver shall extend
to any subsequent or other default or impair any right consequent thereto.
The Issuer may designate another servicer with respect to its student
loans. Any servicer, other than Education Lending Services, Inc., may be
appointed, provided that a Rating Confirmation has been received with respect
thereto.
Section 13. Termination.
-----------
This Agreement will terminate upon the occurrence of the earlier of (i) the
termination of the Indenture; (ii) early termination pursuant to Section 11
hereof; and (iii) payment in full of all of the Financed Student Loans being
serviced hereunder.
The Master Servicer may not resign from its obligations and duties as the
Master Servicer hereunder, except upon determination that the Master Servicer's
performance of its duties is no longer permissible under applicable law. No
resignation will become effective until the Indenture Trustee or a successor
servicer has assumed the Master Servicer's servicing obligations and duties
under this Agreement.
In the event of termination of this Agreement, the Issuer shall remain
liable for all fees due and payable hereunder. Termination shall be made without
prejudice to any other rights or remedies either party may have at law or in
equity. The obligations of the Master Servicer under Section 4 hereof, and the
representations and warranties in Section 8 shall survive any termination of
this Agreement and shall remain in effect for all Financed Student Loans while
such Financed Student Loans are serviced by the Master Servicer. The rights and
obligations of the Master Servicer contained in Section 19 hereof shall survive
termination of this Agreement. In the event that servicing on any Financed
Student Loan is transferred to a successor servicer, such successor servicer
shall be required by the Issuer to engage in reasonable good faith efforts to
obtain payment on any claim initially rejected by a guarantor for payment
including, without limitation, involving the Master Servicer in such effort,
where the reason for claim denial relates to the period during which the Master
Servicer serviced such Financed Student Loan hereunder. However, if the cause
for claim denial is reasonably attributable to the Master Servicer actions or
inactions, the Master Servicer shall be responsible therefore. The Master
Servicer acknowledges that Issuer will assign this Agreement to the Indenture
Trustee on behalf of the holders of Notes and that the Indenture Trustee will be
entitled to enforce this Agreement against the Master Servicer.
12 Master Servicing Agreement
Section 14. Disposition of Files on Termination.
-----------------------------------
Upon termination of this Agreement, all files (physical and electronic)
held by the Master Servicer with respect to Financed Student Loans shall be
promptly transferred to the Issuer or its designee in such form as the Issuer
reasonably requests. The Issuer shall be responsible for payment of reasonable
expenses related to the transfer of the records unless the Issuer is removing
the Financed Student Loans because of a breach by the Master Servicer. In such
instance, the Master Servicer shall bear the cost of deconverting and
transferring the Financed Student Loan documentation.
Section 15. Independent Contractor.
----------------------
The Master Servicer is an independent contractor and is not, and shall not
hold itself out to be, the agent of the Issuer except for the limited specific
purposes set forth in this Agreement.
Section 16. Correspondence; Disclosure.
--------------------------
The parties hereto acknowledge and agree that the Master Servicer will
handle all communication with borrowers necessary to provide its services
hereunder. Data regarding Financed Student Loans shall be disclosed only to the
Issuer, the Indenture Trustee, the Administrator or the respective borrower,
unless otherwise required by law or certain financing covenants.
Section 17. Cooperation.
-----------
Each party covenants and agrees to cooperate fully with the other to
facilitate the transactions contemplated by this Agreement.
Section 18. Amendments.
----------
This Agreement may be amended, supplemented or modified only by written
instrument duly executed by the Issuer and the Master Servicer with the consent
of the Indenture Trustee. So long as any Notes remain Outstanding under the
Indenture, a Rating Confirmation must be obtained with respect to any such
amendment, supplement or modification.
Section 19. Indemnification and Liability.
-----------------------------
(1) Neither the Master Servicer nor any of its directors, officers,
employees or agents will be under any liability to the Issuer or the
holders of Notes for taking any action or for refraining from taking
any action pursuant to this Agreement, or for errors in judgment;
provided, however, that neither the Master Servicer nor any person
will be protected against any liability that would otherwise be
imposed by reason of willful misfeasance, bad faith or negligence in
the performance of the Master Servicer's duties hereunder or by reason
of reckless disregard of its obligations and duties hereunder,
provided that, in the event that the Indenture Trustee shall be the
Master Servicer pursuant to Section 11 hereof, neither the Indenture
Trustee, as Master Servicer, nor any of its directors, officers,
employees or agents will be protected against any liability that would
otherwise be imposed by reason of willful misfeasance, bad faith or
negligence in the performance of
13 Master Servicing Agreement
the Master Servicer's duties hereunder or by reason of reckless
disregard of its obligations and duties hereunder.
(2) The Master Servicer is under no obligation to appear in, prosecute, or
defend any legal action that is not incidental to its servicing
responsibilities under this Agreement and that, in its opinion, may
cause it to incur any expense or liability. The Master Servicer may
undertake any reasonable action that it deems necessary or desirable
in respect of this Agreement and the interests of the holders of
Notes.
(3) If the Master Servicer is required to appear in, or is made a
defendant in any legal action or proceeding commenced by any party
other than the Issuer with respect to any matter arising hereunder,
the Issuer shall indemnify and hold the Master Servicer harmless from
all loss, liability, or expense (including reasonable attorney's fees)
except for any loss, liability or expense arising out of or relating
to the Master Servicer's willful misconduct or negligence with regard
to the performance of services hereunder or breach of its obligations
hereunder. Subject to the limitations set forth in paragraph 19(b)
hereof, the Master Servicer shall indemnify and hold the Issuer
harmless from all loss, liability and expense (including reasonable
attorney's fees) arising out of or relating to the Master Servicer's
willful misconduct or negligence with regard to performance of
services hereunder or breach of its obligations hereunder, provided
that in no event shall the Master Servicer be responsible or liable
for any incidental, special or consequential damages with respect to
any matter whatsoever arising out of this Agreement.
(4) If a Financed Student Loan is denied the Guarantee by the Guaranty
Agency or the loss of federal interest, special allowance, and/or
insurance benefits, the Master Servicer shall have the right to take
any action not prohibited by law or regulation to reduce its losses,
if any, hereunder, including but not limited to curing, at its own
expense, any due diligence or other servicing violation. If any lost
Guarantee is not reinstated within twelve (12) months of the date the
Master Servicer learns of the loss of the Guarantee on a Financed
Student Loan, the Master Servicer shall take actions which make the
Issuer whole with respect to the Financed Student Loan while
maintaining the eligibility for future reinstatement of the Guarantee;
provided, however, the Master Servicer may delay taking such actions
by giving written notice to the Issuer not less often than each ninety
(90) days that the Master Servicer has reason to believe that the
Guarantee will be reinstated within time frames permitted by
regulations. If the Master Servicer gives notice of such delay, the
Master Servicer agrees to pay any accrued interest on the Financed
Student Loans that may be uninsured. The Issuer agrees to use its best
efforts to cause the repurchase, at par plus insured interest and
benefits thereon, of any Financed Student Loan which is cured and is
reinsured subsequent to its sale by the Issuer pursuant to actions
taken by the Master Servicer to make the Issuer whole and if the sale
was to an Eligible Lender to the extent the Issuer has, or can make
available, fund therefor.
(5) The Master Servicer shall have no responsibility for any error or
omission (including due diligence violations) which occurred prior to
the date the Master Servicer assumed responsibility for servicing the
Financed Student Loan, nor shall the Master Servicer be responsible
for losses, damages or expenses arising from any change in law or
regulation
14 Master Servicing Agreement
which retroactively imposes additional requirements for documentation
or servicing actions, provided that the Master Servicer has made best
efforts to comply with retroactive additional requirements.
Section 20. Merger or Consolidation of, or Assumption of the
------------------------------------------------
Obligations of, Master Servicer.
-------------------------------
Any entity into which the Master Servicer may be merged or consolidated, or
any entity which may result from any merger or consolidation to which the Master
Servicer shall be a party or any entity succeeding to the business of the Master
Servicer, shall be the successor to the Master Servicer without the execution or
filing of any document or any further act by any of the parties to this
Agreement; provided, however, that the Master Servicer hereby covenants that it
will not consummate any of the foregoing transactions except upon satisfaction
of the following: (i) the surviving servicer, if other than Education Lending
Services, Inc., executes an agreement of assumption to perform every obligation
of the Master Servicer under this Agreement, (ii) immediately after giving
effect to such transaction, no representation or warranty made hereunder shall
have been breached and no Master Servicer Default shall have occurred and be
continuing, and (iii) such consolidation, merger or succession and such
agreement of assumption comply with all the conditions precedent, if any,
provided for in this Agreement.
Section 21. Confidentiality.
---------------
The contents of this Agreement, together with all supporting documents,
exhibits, schedules, and any amendments thereto, which form the basis of the
business relationship between the Issuer and the Master Servicer, insofar as the
same relate to the fees charged by the Master Servicer, shall be held in strict
confidence by both parties and shall not be disclosed or otherwise discussed
with any third party (unless required by law or regulation), except outside
counsel or independent accountants, or in connection with the offer and sale of
securities issued or to be issued under the Indenture, without the prior written
consent of the other party.
Section 22. Nonpetition Covenant of Master Servicer.
---------------------------------------
The Master Servicer agrees not to, for any reason, institute proceedings
for the Issuer to be adjudicated as bankrupt or insolvent, or consent to the
institution of bankruptcy or insolvency proceedings against the Issuer, or file
a petition seeking or consenting to reorganization or relief under any
applicable federal or state law relating to bankruptcy, or consent to the
appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other
similar official) of the Issuer or a substantial part of its property.
Section 23. Sale or Transfer of Loans; Limitations.
--------------------------------------
The Issuer agrees that if any Financed Student Loans are sold under
conditions that result in the Financed Student Loans being transferred to
another servicer, whether immediately or at some future date, the Issuer will
pay or cause to be paid, at the time such Financed Student Loans are
transferred, the deconversion fees charged by such servicer.
15 Master Servicing Agreement
Section 24. Optional Purchase of Financed Student Loans.
-------------------------------------------
The Master Servicer shall have the option to purchase or arrange for the
purchase of all remaining Financed Student Loans on any Distribution Date when
the Pool Balance is 10% or less of the initial Pool Balance. The purchase price
will equal the greater of (i) the aggregate outstanding balances of the
remaining Financed Student Loans as of the end of the preceding Collection
Period, including all interest accrued thereon, and (ii) the Minimum Purchase
Amount.
Section 25. Miscellaneous.
-------------
(1) Any material written communication received at any time by the Issuer
with respect to a Financed Student Loan or a borrower shall be
promptly transmitted by the Issuer to the Master Servicer. Such
communications include but are not limited to letters, notices of
death or disability, adjudication of bankruptcy and like documents,
and forms requesting deferment of repayment or loan cancellations.
(2) This Agreement shall be governed by the laws of the State of Ohio.
(3) All covenants contained herein and the benefits, rights and
obligations of the parties hereunder, shall be binding upon and inure
to the benefit of the legal representatives, successors and assigns of
the parties hereto, including but not limited to, any successor entity
acquiring or succeeding to the assets of either party.
(4) This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original and all of which shall be deemed to
constitute but one and the same instrument.
(5) If any provisions of this Agreement shall be held, or deemed to be, or
shall in fact be inoperative or unenforceable as applied in any
particular situation, such circumstance shall not have the effect of
rendering any other provision or provisions herein contained invalid,
inoperative or unenforceable to any extent whatsoever. The invalidity
of any one or more phrases, sentences, clauses or paragraphs herein
contained shall have no effect on the remaining portions of this
Agreement or any part hereof.
(6) All notices, requests, demands or other instruments which may or are
required to be given by either party to the other, shall be in writing
and each shall be deemed to have been properly given when delivered
personally on an officer of the party to whom such notice is to be
given, or upon receipt thereof when mailed postage prepaid by
registered or certified mail, requesting return receipt, or upon
confirmed facsimile transmission, addressed as follows:
16 Master Servicing Agreement
If intended for the Issuer:
Education Funding Capital Trust-III
c/o Fifth Third Bank
MD 10AT60
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Attention: Corporate Trust Administration
Telephone: ▇▇.▇▇▇.▇▇▇.▇▇▇▇
Facsimile: ▇▇.▇▇▇.▇▇▇.▇▇▇▇
with a copy to:
Wilmington Trust Company
▇▇▇▇▇▇ Square North
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Corporate Trust Administration
Telephone: ▇▇.▇▇▇.▇▇▇.▇▇▇▇
Facsimile: ▇▇.▇▇▇.▇▇▇.▇▇▇▇
If intended for the Master Servicer:
Education Lending Services, Inc.
▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇
If intended for the Indenture Trustee:
Fifth Third Bank
MD 10AT60
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Attention: Corporate Trust Administration
Telephone: ▇▇.▇▇▇.▇▇▇.▇▇▇▇
Facsimile: ▇▇.▇▇▇.▇▇▇.▇▇▇▇
17 Master Servicing Agreement
If intended for the Trust Eligible Lender Trustee:
Fifth Third Bank
MD 10AT60
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Attention: Corporate Trust Administration
Telephone: ▇▇.▇▇▇.▇▇▇.▇▇▇▇
Facsimile: ▇▇.▇▇▇.▇▇▇.▇▇▇▇
Either party may change the address to which subsequent notices are to be sent
to it by written notice to the other given as aforesaid, but any such notice of
change, shall not be effective until the second Business Day after it is
received.
(7) This Agreement may not be terminated by any party hereto except in the
manner and with the effect herein provided.
(8) When the context of this Agreement so requires or implies, references
to the Issuer include any applicable trustee.
(9) If either party cannot fulfill its obligations (other than the payment
of money), in part or in whole, due to a force or event outside its
control, such obligations of that party shall be suspended and such
party shall not be liable to the other party for any failure to
perform hereunder as a result.
(10) The parties hereto agree to execute or cause to be executed the
Limited Power of Attorney attached hereto as Exhibit A.
(11) The Master Servicer has and agrees to maintain a disaster recovery
plan which, in its reasonable opinion, will permit it to continue
operations without undue interruption in the event of fire, disaster,
labor disruption, or Act of God.
(12) The Master Servicer may cause any of its duties or obligations
hereunder to be performed by a Subservicer to the extent permitted by
the Indenture.
(13) EACH PARTY TO THIS AGREEMENT WAIVES ITS RIGHT TO A JURY TRIAL.
[remainder of page intentionally left blank; signature pages to follow]
18 Master Servicing Agreement
IN WITNESS WHEREOF, the parties have hereunto set their hands by their duly
authorized officers as of the day and year first above written.
EDUCATION FUNDING CAPITAL TRUST-III,
by Fifth Third Bank, as Co-Owner
Trustee
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇
Title: Assistant Vice President
and Senior Trust Officer
EDUCATION LENDING SERVICES, INC., as
the Master Servicer
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Vice
President-Finance
FIFTH THIRD BANK, as Indenture Trustee
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇
Title: Assistant Vice President
and Senior Trust Officer
FIFTH THIRD BANK, as Trust Eligible
Lender Trustee
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇
Title: Assistant Vice President
and Senior Trust Officer
19 Master Servicing Agreement
EXHIBIT A
LIMITED POWER OF ATTORNEY
-------------------------
WITNESSETH:
WHEREAS, Education Lending Services, Inc., a Delaware corporation (the
"Master Servicer"), and Education Funding Capital Trust-III, a Delaware
statutory trust (the "Issuer"), are parties to the Master Servicing Agreement
dated as of October 1, 2003 (the "Master Servicing Agreement"); and
WHEREAS, pursuant to the Master Servicing Agreement, the Master Servicer
will perform substantially all of the obligations and duties with regard to
servicing of certain education loans (the "Financed Student Loans") as provided
therein; and
WHEREAS, in order to carry out its obligations under the Master Servicing
Agreement with respect to the Financed Student Loans, the Master Servicer
requires the power to perform certain acts, including but not limited to
execution of promissory notes, assignment of notes to guarantors and filing of
responses to bankruptcy notices, in the name of Fifth Third Bank, as trust
eligible lender trustee (the "Trust Eligible Lender Trustee") for Issuer;
NOW THEREFORE, the Master Servicer, Issuer and Trust Eligible Lender Trustee
agree:
1. That each of the Issuer and the Trust Eligible Lender Trustee do
hereby make and appoint the Master Servicer as its true and lawful
attorney-in-fact to do all things necessary to carry out the Master Servicer's
obligations under the Master Servicing Agreement with respect to the Financed
Student Loans, including but not limited to the filing of proof of claim with
bankruptcy courts. This instrument shall be construed and interpreted as a
limited power of attorney (the "Limited Power of Attorney") and is not to be
construed as granting any powers to the Master Servicer other than those
necessary to carry out its obligations under the Master Servicing Agreement
with respect to the Financed Student Loans.
2. That this Limited Power of Attorney is effective as of October 1, 2003,
and shall remain in force and effect until revoked in writing by the Issuer and
Trust Eligible Lender Trustee or until the Master Servicing Agreement is
terminated. This instrument shall supplement but not replace the powers
previously granted to the Master Servicer in the Master Servicing Agreement.
A-1 Master Servicing Agreement
The undersigned, being duly authorized, has executed this Limited Power of
Attorney.
EDUCATION FUNDING CAPITAL TRUST-III,
by Fifth Third Bank, as Co-Owner
Trustee
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇
Title: Assistant Vice President and
Senior Trust Officer
FIFTH THIRD BANK, as Trust Eligible
Lender Trustee
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇
Title: Assistant Vice President and
Senior Trust Officer
The undersigned, being duly authorized, accepts the foregoing Limited Power of
Attorney for and on behalf of the Issuer and Trust Eligible Lender Trustee, as
of October 1, 2003.
EDUCATION LENDING SERVICES, INC., as
the Master Servicer
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Vice President-Finance
A-2 Master Servicing Agreement